STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 5th, 2011 • Universal American Corp. • Hospital & medical service plans • New York
On December 30, 2010, Parent entered into a definitive agreement to sell its Medicare Part D business to CVS Caremark Corporation for $1.25 billion in cash subject to adjustment including excess capital relating to the Medicare Part D Business (the “CVS Transaction”). As contemplated by the Separation Agreement, dated as of December 30, 2010, by and among Parent, Universal American Spin Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Company”), and CVS Caremark Corporation (the “Separation Agreement”) entered into in connection with the CVS Transaction, Parent, as the sole stockholder of the Company on the date hereof, has approved the issuance and sale by the Company of 1,600,000 shares of 8.5% Series A Mandatorily Redeemable Preferred Stock, liquidation preference $25.00 per share, (“Series A Preferred Stock”) to Universal American Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Newco Sub”) pursuant to a purchase
TAX MATTERS AGREEMENTTax Matters Agreement • May 5th, 2011 • Universal American Corp. • Hospital & medical service plans • New York
This Tax Matters Agreement (this “Agreement”) is entered into as of April 29, 2011 between CVS Caremark Corporation, a Delaware corporation (“Parent”), Universal American Corp., a New York corporation (“Company”) and Universal American Corp., a newly-formed Subsidiary of the Company formerly known as Ulysses Spin Corp., a Delaware corporation (“Newco”, and together with Parent and Company, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of December 30, 2010, by and between Company and Newco (the “Separation Agreement”).
